8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

______________________

Date of Report (Date of earliest event reported): August 8, 2016 (August 5, 2016)

TYCO INTERNATIONAL PLC

(Exact Name of Registrant as Specified in its Charter)

Ireland	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836

(Commission File Number)

One Albert Quay

Albert Quay, Cork, Ireland

(Address of Principal Executive Offices, including Zip Code)

353-21-426-0000

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.04.  Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 5, 2016, Tyco International plc (“Tyco”) sent a notice (the “Blackout Notice”) to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), informing them that, in connection with Tyco’s proposed combination with Johnson Controls, Inc. (“Johnson Controls”) pursuant to the Agreement and Plan of Merger, dated January 24, 2016, by and among Tyco, Johnson Controls, and Jagara Merger Sub LLC, as amended (the “Merger”), a blackout will be imposed during which they will be subject to certain trading restrictions with respect to ordinary shares of Tyco (“Tyco Shares”).

Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR (i.e., the Blackout Trading Restriction), promulgated by the U.S. Securities and Exchange Commission, generally impose certain restrictions on trading by directors and executive officers of an issuer in the event that the ability of at least 50% of the participants and beneficiaries under all individual account plans maintained by the issuer that are subject to the Employee Retirement Income Security of 1974, as amended (“ERISA”) is suspended with respect to the purchase, sale, or other acquisition or transfer of an interest in the equity of the issuer held in the plans. The reason for the blackout is that participants in the Tyco International Retirement Savings and Investment Plan (the “Plan”) will be subject to a trading blackout with respect to Tyco Shares held in the Plan for a period of approximately four to six consecutive business days in connection with the Merger. On August 2, 2016, participants in the Plan received a notice pursuant to Section 101(i)(2)(E) of ERISA regarding the pending blackout restrictions relating to the Tyco Shares held by the Plan.

During the blackout period, [subject to certain limited exemptions], directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Tyco Shares or derivative securities with respect to Tyco Shares acquired in connection with their service or employment as a director or Section 16 officer of Tyco, except that directors and Section 16 officers will participate in the 1-for-0.955 share consolidation applicable to Tyco Shares in connection with the Merger. Tyco anticipates the blackout period will begin on September 1, 2016 and end no later than September 9, 2016.

Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the Blackout Notice.

Item 8.01 Other Events.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the Blackout Notice dated August 5, 2016.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Blackout Notice, dated August 5, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TYCO INTERNATIONAL PLC
	(Registrant)
	By:	/s/ ANDREA GOODRICH
		Andrea Goodrich
		Vice President and Corporate Secretary
Date: August 8, 2016

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EX-99.1

Exhibit 99.1

August 5, 2016

To: Current and Future Executive Officers and Members of the Board of Tyco International plc (to be renamed Johnson Controls International plc following the completion of the merger described below)

Re: Statutory Window Period

As you are aware, on January 24, 2016, Tyco International plc (“Tyco”) entered into an Agreement and Plan of Merger by and among Tyco, Johnson Controls, Inc. (“Johnson Controls”), and Jagara Merger Sub LLC, as amended, pursuant to which Tyco has agreed to combine its businesses with those of Johnson Controls (the “Merger”). Upon completion of the Merger, Tyco will change its name to Johnson Controls International plc and is referred to below as the “Combined Company.” The Merger is expected to close on September 2, 2016, subject to shareholder approval.

In connection with the Merger, each share of Johnson Controls common stock (other than certain shares described in the merger agreement) will be converted into, at the election of the holder of such share, either one ordinary share of the combined company or $34.88 in cash, without interest. Immediately prior to the Merger, Tyco shareholders will receive 0.955 ordinary shares of Tyco, which will become ordinary shares of the Combined Company in the Merger, for each Tyco ordinary share they hold. Tyco shareholders will receive these shares by virtue of a 0.955-for-one share consolidation.

To prepare for the Merger, the Tyco International Retirement and Savings Plan (the “Plan”) will be temporarily frozen for trading, and participants in the Plan will be unable to direct or diversify investments in their individual Tyco stock fund accounts, or obtain loans or distributions from their individual Tyco stock fund accounts. This time period (referred to as the “Blackout Period”) will begin at on September 1, 2016 and is expected to end no later than September 9, 2016.

Under the Sarbanes-Oxley Act of 2002, we are required to provide you with notice that during the Blackout Period, you are generally prohibited from directly or indirectly purchasing or acquiring any of the ordinary shares of Tyco (or the Combined Company following the Merger) due to your current or future service as an executive officer or director of Tyco and/or the Combined Company, and you may not directly or indirectly sell or transfer any ordinary shares of Tyco (or the Combined Company following the Merger) that you acquired in connection with your service as an executive officer or director of Tyco or Johnson Controls, Inc. regardless of whether you are a participant in the Plan. Ordinary shares of Tyco (or the Combined Company following the Merger) subject to these restrictions include any shares you received under the Plan or any incentive stock plan of Tyco or Johnson Controls, Inc. You also may not exercise any stock options during the Blackout Period.

In addition, the rule against “indirect” sales or purchases, etc., can extend these prohibitions to transfers or acquisitions of ordinary shares of Tyco (or the Combined Company following the Merger) by immediate family members living with you or trusts or other entities in which you have an interest.

There may be exceptions for a limited number of transactions. The rules, however, are complex, and the criminal and civil penalties that could be imposed upon executive officers or directors who violate them could be severe. Therefore, please contact Andrea Goodrich directly at (609) 720-4466 or 9 Roszel Road, Princeton, New Jersey 08540, before you, any immediate family member living with you or any trust or other entity in which you have an interest engages in any acquisition, sale or other disposition of ordinary shares of Tyco during the Blackout Period, if you believe that a transaction in which you have an interest may occur during the Blackout Period, or if you have any questions concerning this notice. During the Blackout Period and for a period of two years after the expiration of the Blackout Period, executive officers and directors of Tyco and the Combined Company, and security holders or other interested persons, may obtain, without charge, information about this notice or about the actual beginning and ending dates of the Blackout Period by contacting Andrea Goodrich at the above number and/or address. We will provide an updated notice to you when the Blackout Period ends.

Please keep in mind that the Blackout Period will in no way affect the normal prohibition on trading in ordinary shares of Tyco, Johnson Controls or the Combined Company following the Merger that you are or will be subject to, including the prohibition on trading imposed by the respective Insider Trading Policy of Tyco, Johnson Controls, Inc. and the Combined Company. The prohibition on trading in the Combined Company policy will overlap with and extend beyond the expiration of the statutory Blackout Period.

Very truly yours,

Andrea Goodrich

Vice President and Secretary